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OWNERS COMPENSATION IN PHYSICIAN PRACTICE VALUATIONS
Kam McQuay, CPA/ABV, CVA
One American Square, Ste. 2200
Indianapolis, IN 46282
Jeff Moffatt, CPA/ABV/CITP, CVA
One American Square, Ste. 2200
Indianapolis, IN 46282
1
INTRODUCTION
Blue & Co. is currently one of
the 100 largest CPA firms in the
United States. We make it our
business to understand our
clients' needs by providing
them with the highest quality
professional services through
specialization, teamwork, and a
commitment to excellence.
We currently have offices
located in Columbus, Ohio;
Indianapolis, Indiana;
Louisville, Kentucky;
Columbus, Indiana and
Seymour, Indiana. We employ
over 270 people, including 30
directors and 140 professional
staff members.
2
Who is Blue?
Owners Compensation in Physician Practice Valuations
October 14, 2010
OVERVIEW
According to Jim Hitchner and Ron Seigneur:
It is not unusual for the controlling shareholder to take compensation in excess of going market
rates that might be paid for the same services. Since the willing buyer of a control ownership
interest could reduce compensation to market levels, often it is appropriate to add back excess
compensation to cash flow to reflect the additional economic benefits that would be available to
the willing buyer.
Financial Valuation: Applications and Models, Second Edition, 2006, p 100
According to Shannon Pratt, Robert Reilly and Robert Schweihs:
The general idea of the compensation adjustment is to substitute the cost of hiring and paying a
non-owner employee for the compensation actually paid to the owner to perform the same
functions.
Valuing Small Business and Professional Practices, 2nd Edition, Year, p 92
3
What are we trying to accomplish by looking at physician compensation?
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Example physician data
 Solo family practitioner
 In practice for 35 years
 Consistent annual revenues of approximately $500,000
 Historical owners compensation between $150,000 and $180,000
Lets consider some industry data
but where to start?
4
Example: Benchmarking compensation for a family practitioner
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Risk Management Associates (RMA)
The RMA eStatement Studies database publishes
private company financial data and ratios used
to analyze company performance, risk and
growth. RMA surveys have been recognized both
within banking and non banking institutions as
an authoritative resource for benchmarking
small and medium sized businesses against
industry data. The information provided in
RMAs eStatement Studies is obtained directly
from the financial statements submitted to RMA
member financial institutions nationwide.
5
The usual suspects
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
First Research
First Research provides industry
profiles covering over 700 Industry
sectors. First Research industry profiles
contain critical analysis, statistics and
forecasts that allow the user to compare
a given company to the overall industry.
Industry data is obtained from primary
and secondary sources such as trade
publications, company annual reports,
SEC filings such as 10Ks, and the US
Bureau of Labor Statistics.
6
The usual suspects
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
US Internal Revenue Service (IRS)
ValuSources IRS Corporate Ratios
provides industry standard financial
statement benchmarking data for over
250 industries, organized by Standard
Industrial Classification (SIC) code. This
report allows the user to benchmark a
given entity against its peers within a
specific industry. These financial ratio
benchmarks are calculated using data
from corporate tax returns collected by
the United States Internal Revenue
Service.
7
The usual suspects
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Bureau of Labor Statistics
The Bureau of Labor Statistics (BLS) of
the U.S. Department of Labor is the
principal Federal agency responsible for
measuring labor market activity,
working conditions, and price changes
in the economy.
www.bls.gov/bls/infohome.htm
8
The usual suspects
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Salary.com
Salary.com is a leading provider of on-
demand human resources software that
helps businesses and individuals
manage pay and performance.
www.salary.com/aboutus/Facts.asp
9
The usual suspects
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Medical Group Management
Association (MGMA)
MGMA surveys have been recognized
both within the healthcare industry and
by the federal government as one of the
acceptable resources to be used in
determining the fair market value of
physician compensation and are
frequently used to benchmark
healthcare organizations operational
performance.
10
Healthcare industry benchmark data
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Sullivan, Cotter and Associates
(Sullivan)
Sullivan also publishes survey data
summarizing physician compensation
and production information and is an
additional authoritative source of
healthcare industry benchmark data.
11
Healthcare industry benchmark data
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
American Medical Group Association
(AMGA)
The American Medical Group
Association (AMGA) represents medical
groups and organized systems of care,
providing research, benchmarking and
other advocacy services. The AMGA
publishes various reports and surveys
that allow medical groups to benchmark
their performance against other groups
on both a national and regional level.
12
Healthcare industry benchmark data
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Hospital and Healthcare
Compensation Service (HHCS)
Hospital & Healthcare Compensation
Service (HHCS) specializes in healthcare
salary and benefits research. As a
publisher of annual salary & benefits
reports, HHCS conducts an extensive
program of ongoing compensation
research in areas of healthcare such as
hospitals, physician practices, nursing
homes, etc.
13
Healthcare industry benchmark data
Owners Compensation in Physician Practice Valuations
October 14, 2010
SOURCES OF BENCHMARK DATA
Other medical specialty groups
 American Academy of Family Practitioners
 American College of Cardiology
 American Academy of Orthopedic Surgeons
Other industry associations
 American Medical Association
 MGMA state chapters
 Healthcare Finance Management Association (HFMA)
14
Healthcare industry benchmark data
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Example physician data
 Solo family practitioner
 In practice for 35 years
 Consistent annual revenues of approximately $500,000
 Historical owners compensation between $150,000 and $180,000
Survey says
15
Example: Benchmarking compensation for a family practitioner
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Physician qualifications
 Medical specialty
 Skill set
 Performance
 Years in practice
Practice location
 Geographic location
 Metropolitan versus rural
Market conditions
 Competitive environment
 Under served area
 Saturated
Full Time Equivalent (FTE)
 Full time (0.8 FTE+) versus part
time
16
Factors to consider
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Potential buyers*
 Hospitals
 Health networks
 Solo MD
 Group practice
Other data points
 Patient visits
 Production/charges
 Collections for professional charges (net revenue)
 Work Relative Value Units (wRVUs)**
* Well cover this shortly.
** IBID.
17
Factors to consider
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Example physician data
 Solo family practitioner
 In practice for 35 years
 Consistent annual revenues of approximately $500,000
 Historical owners compensation between $150,000 and $180,000
Benchmark compensation data
18
Example: Benchmarking compensation for a family practitioner
Owners Compensation in Physician Practice Valuations
October 14, 2010
Initial conclusion
Owners compensation set based upon the average of the median data, $180,000but we need to
take a longer look at this.
BENCHMARKING PHYSICIAN COMPENSATION
Setting physician compensation is a benchmarking exercise
 Historical compensation
 Productivity
 Charges
 Collections for professional charges
 wRVUs
Other forms of compensation
 Medical directorship
 On-call pay
 Ancillary income
 Ambulatory Surgery Center (ASC), imaging, etc.
Federal regulations and guidelines may take precedence over valuation principles
 Stark laws
 Anti-kickback statute
Potential employment arrangements must be considered in compensation projections
 Fair market value requirement
 Test for commercial reasonableness
19
Primary considerations
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Primary care, often the first point of contact for a patient in the continuum of care
 Family Practice
 Internal Medicine
 Pediatrics
Specialty care, some examples from the National Institute of Health (NIH)
 http://www.nlm.nih.gov/medlineplus/ency/article/001933.htm
20
Physicians generally fall into two main types
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Types of physician services
 Evaluation and management (E/M)
 General office visit
 Consultation
 Counseling or coordination of care between physicians
 Procedures
 Surgery, treatments, therapy, etc.
Collections for physician services
 Commercial payors
 Blue Cross/Blue Shield, Aetna, Cigna, etc.
 Government payors
 Medicare
 Medicaid
 Tricare (CHAMPUS)
21
Medical revenue
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Stark law
 Physician referrals under Medicare and Medicaid
Anti-kickback statute
 Payment for referrals
 Anyone engaging in business with a federal healthcare program
Valuation adjustments effected by Stark/Anti-kickback
 Cannot substitute more favorable reimbursement rates
 Using a potential buyers payor contracts may result in higher practice value
 Are the physicians going to be employed by the buyer?
 Projected compensation should match physician compensation under buyer employment
 Failure to do so may result in a higher practice value and be considered a device to pay for
referrals
Two standards of value
 Payments to physicians must meet traditional fair market value definitions
 Commercially reasonable
 Does the prospective transaction make sense?
 Is this a good business decision?
 Sanity check
22
Federal regulations and guidelines
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
1. Historical physician compensation
 Good starting point for what the market will support
 Must be adjusted to match compensation as defined by benchmark source
 Per instructions to the MGMA survey questionnaire:
Total compensation
State the amount reported as direct compensation on a W2, 1099, or K1
(for partnerships) plus all voluntary salary reductions such as 401(k),
403(b), Section 125 Tax Savings Plan, and Medical Savings Plan. The
amount reported should include salary, bonus and/or incentive
payments, research stipends, honoraria, and distribution of profits.
Do not include
The dollar value of expense reimbursements, fringe benefits paid by the
medical practice such as retirement plan contributions, life and health
insurance, automobile allowances, or any employer contributions to a
401(k), 403(b), or Keogh Plan.
23
Bases for comparison
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
2. Gross charges
 Useful for comparing physicians within a practice or group
 Not typically relevant for comparison to industry or market data
 Removes effects of varying payor mix between physicians, accounts receivable management, bad
debt, etc.
3. Collections for professional services
 Typically has a direct effect on physician compensation
 Can be effected by payor mix, accounts receivable management, bad debt, etc.
 Poor collections do not necessarily indicate a lack of productivity
24
Bases for comparison
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
4. Volume and complexity of services provided
 Higher volumes = greater production
 Measured using the Centers for Medicare and Medicaid Services (CMS) Resource Based Relative
Value Scale (RBRVS)
 Unit of measure = Relative Value Units (RVUs)
 Removes effects that payor contracts, payor mix, accounts receivable management, bad debt, etc.
have on collections
 Allows apples-to-apples comparison of productivity
 Complex services receive a greater weight
25
Bases for comparison
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Current Procedural Terminology (CPT) codes
 Issued by the American Medical Association
 Subset of the Healthcare Common Procedural Coding System
(HCPCS)
 Referred to as HCPCS Level I
 Five digit codes
 Two character modifiers
 26 = professional component
 TC = technical component
 Others
 Grouped by type
 Medicine = 9xxxx
 Surgery = 1xxxx-6xxxx
 Radiology = 7xxxx
 Subject to change
 Updated annually
 Additions and deletions
 Some codes are temporary
26
Measuring productivity using RBRVS
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
CPT code reports
 Often generated by a medical billing
system
 May be produced through a component of
an Electronic Medical Records (EMR)
system
27
Measuring productivity using RBRVS
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Relative Value Units (RVUs)
 Primarily used as a component of
the Medicare reimbursement
formula
 Assigned by CMS
 Listed by CPT code (HCPCS
code)
 Also used as a proxy for
determining physician
productivity
 Wide spread use and
acceptance
 Often used to set
productivity-based incentive
payments
28
Measuring productivity using RBRVS
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Three components
 Malpractice Relative Value Unit (mpRVU)
 Varies depending on the relative malpractice exposure of the CPT code
 Practice Expense Relative Value Unit (peRVU)
 Represents the expenses the practice incurs in providing the service (general overhead)
 Work Relative Value Unit (wRVU)
 Designed to reflect the work effort and intensity required of the physician in providing the
service
29
Measuring productivity using RBRVS
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Physician Fee Schedule (PFS) Relative
Value Files
 Download from www.cms.gov
 Issued on an annual basis
 Occasionally updated on an interim
basis
 This year updated in July
 wRVU values will vary from year-to-
year
 Generally issued before the upcoming
calendar year
 Proposed rule
 Final rule
30
Calculating wRVUs
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Obtain CPT code reports on a per physician basis
 Annual summary
 Consider looking at multiple years
 Apply PFS data to CPT code summary
 Total results
31
Calculating wRVUs
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Cardiology (non-invasive)
 6,000  9,000
Cardiology (invasive)
 7,000  10,000
Family practice
 4,000  5,000
Gastroenterology
 6,000  9,000
General surgery
 5,000  8,000
Internal medicine
 4,000  5,000
Orthopedic surgery
 7,000  10,000
32
Sample annual wRVU amounts by specialty
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Example physician data
 Solo family practitioner
 In practice for 35 years
 Consistent annual revenues of approximately $500,000
 Historical owners compensation between $150,000 and $180,000
 Annual Work Relative Units production of approximately 6,500
 Valuation for potential purchase by another solo practitioner
33
Example: Benchmarking compensation for a family practitioner
Owners Compensation in Physician Practice Valuations
October 14, 2010
BENCHMARKING PHYSICIAN COMPENSATION
Conclusion
 Production seems to have outpaced compensation
 Historical compensation sets a precedent for benchmarked compensation
 Owners compensation set at $200,000
34
Example: Benchmarking compensation for a family practitioner
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
A 200+ bed hospital engaged Blue to provide valuation services in regard to negotiations with a
local physician group.
 Practice valuation
 Fair market value physician compensation
 Potential employment of physicians
 Asset appraisal
Market overview
 Small metropolitan area
 <20,000 people
 One local hospital
 Fairly isolated
 Nearest metropolitan area about 150 miles away
The practice has initiated negotiations with the hospital
 The practices administrator wishes to retire
 Ownership is considering a sale of the practice to the local hospital
 The practices physicians are considering employment options with the local hospital
35
Background and engagement details
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
Multi-specialty practice located near the hospital
 14 physician owners
 6 family practice doctors
 5 internal medicine doctors
 3 pediatric doctors
 No employed doctors
 No mid-level providers
 Little ancillary income
 Cosmetic Skin Spa offering elective services
 Sold oncology infusion service line in 2008 due to the increasing cost of drugs combined
with a reduction in reimbursement
36
Practice overview
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
37
Historical financial statements
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
38
Historical financial statements
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
39
Historical compensation  all sources
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
40
Historical compensation  professional medical services
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
41
Benchmarking historical compensation  family practice
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
42
Benchmarking historical compensation  internal medicine
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
43
Benchmarking historical compensation  pediatrics
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
44
Benchmarking collections  family practice
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
45
Benchmarking collections  internal medicine
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
46
Benchmarking collections  pediatrics
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
47
Benchmarking wRVUs  family practice
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
48
Benchmarking wRVUs  internal medicine
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
49
Benchmarking wRVUs  pediatrics
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
50
Benchmarking summary
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
51
Benchmarking conclusion  family practice
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
52
Benchmarking conclusion  internal medicine
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
53
Benchmarking conclusion - pediatrics
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
 Is the data collected on a national or regional basis?
 National data was used in this example
 Does the data include owner/employees where the amount of compensation reported may also
include business profit as compensation (i.e., partners in professions and businesses)?
 Pass through entity
 Concerning data from business and professional associations, what are the sampling sizes that
relate to the subject valuation?
 National data was used to ensure an effective sample size
 When using SIC codes in identifying comparables, how do the particular characteristics of the
subject company compare with the broader range of companies covered by the SIC code?
 Matched by physician specialty
 How does the data use/define the job titles, and are the actual duties comparable to the
duties/hours of the subject owner/employee?
 We have excluded production and collections for non-medical services
 Does the data survey reflect averages? Medians? Quartiles?
 Percentile data
54
Business Valuations Resources (BVR) 12 point checklist
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
 Does the survey fairly reflect compensation for people with particular niches and sub-
specialties; i.e., matrimonial attorneys, forensic accountants, lobbyists, etc.?
 Usually covered by addressing medical specialty, but exceptions always exist
 Does the valuator need to include multiple job titles from the survey data to cover the
owner/employees duties?
 Additional survey data
 Medical directorships
 On-call pay
 Academic faculty
 What is the reliability of the statistics and sources that the survey uses?
 Known and widely-used
 Where applicable, are stock options, restricted stock, shadow stock compensation as well as
other perks reflected in the data survey and comparable to the owner/employee in question?
 Excluded
 Were all companies in the database consistent in having/not having retirement plans separate
from salary?
 Yes
 Is the owner a key person in the business or a top performer/sales generator?
 Certain physicians are more productive than others
55
Business Valuations Resources (BVR) 12 point checklist
Owners Compensation in Physician Practice Valuations
October 14, 2010
CASE STUDY
Fair market value?
 Where does the market data point us?
 Consistent with conclusion of value?
Commercially reasonable?
 Consider the proposed employment arrangement
 Fixed salary
 Places bulk of risk with employer
 Production-based salary
 Less risk for employer
 Base salary + incentives
 Balances risk between employer and physician
 Market factors
 Are there alternative employers?
 Is this an underserved area?
 Medical need
56
Other closing considerations
Owners Compensation in Physician Practice Valuations
October 14, 2010
PENDING CHANGES IN PHYSICIAN COMPENSATION
Medicare will discontinue use of consultation codes
 CPT codes 99241-99245 (office consultation)
 CPT codes 99251-99255 (inpatient consultation)
 Effective January 1, 2010
 Not reflected in 2009 results
 E/M codes must be used instead
 CPT codes 99211-99215 (office/outpatient visit, established)
 As much as a 30% decrease in reimbursement
 Specialist report a measurable decrease in revenue
Medicare budget cuts
 Originally scheduled for January 1, 2010
 21.3% reduction in Medicare payments
 Cut based upon Sustainable Growth Rate (SGR) formula
 Replaced by a 1.3% increase for 2010
 Pending cuts
 December 2010  23%
 January 2011  30%
57
Changes in Medicare
Owners Compensation in Physician Practice Valuations
October 14, 2010
PENDING CHANGES IN PHYSICIAN COMPENSATION
Expanded coverage
 Estimated 32 million new Medicare beneficiaries
 Primary care physician shortage
 Increased demand for Nurse Practitioners
 Healthcare in Massachusetts may give some indication of what will happen nationwide
Payment reform
 Measures intended to reduce healthcare spending
 Bundled payments
 Episodes of care
 Disincentives for providing unnecessary procedures or treatments
 Focus on prevention
 Payment for outcomes versus procedures
 Preempt the need for procedures or treatments
58
Healthcare reform
Owners Compensation in Physician Practice Valuations
October 14, 2010
PENDING CHANGES IN PHYSICIAN COMPENSATION
Revised healthcare delivery models
 Accountable Care Organizations (ACO)
 A new version of PPOs?
 Vertical integration of the healthcare delivery system
 Patient-Centered Medical Homes (PCMH)
 Physician groups mainly consisting of primary care
 Long-term care
 Preventative medicine
 Hands on patient management
 Independent Practice Associations (IPA)
 Healthcare equivalent of a cooperative corporation
 Shares resources
 Administrative staff
 Capital equipment
 Increased bargaining power
 Payor contracts
 Supplies
59
Healthcare reform
Owners Compensation in Physician Practice Valuations
October 14, 2010
CONCLUSION
Kam McQuay, CPA/ABV, CVA
One American Square, Ste. 2200
Indianapolis, IN 46282
317.633.4705
kmcquay@blueandco.com
Jeff Moffatt, CPA/ABV/CITP, CVA
One American Square, Ste. 2200
Indianapolis, IN 46282
317.633.4705
jmoffatt@blueandco.com
60
Questions?
Owners Compensation in Physician Practice Valuations
October 14, 2010

More Related Content

Blue And Co Cti Owners Comp In Phys Practice Valuations 2010 10 14

  • 1. OWNERS COMPENSATION IN PHYSICIAN PRACTICE VALUATIONS Kam McQuay, CPA/ABV, CVA One American Square, Ste. 2200 Indianapolis, IN 46282 Jeff Moffatt, CPA/ABV/CITP, CVA One American Square, Ste. 2200 Indianapolis, IN 46282 1
  • 2. INTRODUCTION Blue & Co. is currently one of the 100 largest CPA firms in the United States. We make it our business to understand our clients' needs by providing them with the highest quality professional services through specialization, teamwork, and a commitment to excellence. We currently have offices located in Columbus, Ohio; Indianapolis, Indiana; Louisville, Kentucky; Columbus, Indiana and Seymour, Indiana. We employ over 270 people, including 30 directors and 140 professional staff members. 2 Who is Blue? Owners Compensation in Physician Practice Valuations October 14, 2010
  • 3. OVERVIEW According to Jim Hitchner and Ron Seigneur: It is not unusual for the controlling shareholder to take compensation in excess of going market rates that might be paid for the same services. Since the willing buyer of a control ownership interest could reduce compensation to market levels, often it is appropriate to add back excess compensation to cash flow to reflect the additional economic benefits that would be available to the willing buyer. Financial Valuation: Applications and Models, Second Edition, 2006, p 100 According to Shannon Pratt, Robert Reilly and Robert Schweihs: The general idea of the compensation adjustment is to substitute the cost of hiring and paying a non-owner employee for the compensation actually paid to the owner to perform the same functions. Valuing Small Business and Professional Practices, 2nd Edition, Year, p 92 3 What are we trying to accomplish by looking at physician compensation? Owners Compensation in Physician Practice Valuations October 14, 2010
  • 4. BENCHMARKING PHYSICIAN COMPENSATION Example physician data Solo family practitioner In practice for 35 years Consistent annual revenues of approximately $500,000 Historical owners compensation between $150,000 and $180,000 Lets consider some industry data but where to start? 4 Example: Benchmarking compensation for a family practitioner Owners Compensation in Physician Practice Valuations October 14, 2010
  • 5. SOURCES OF BENCHMARK DATA Risk Management Associates (RMA) The RMA eStatement Studies database publishes private company financial data and ratios used to analyze company performance, risk and growth. RMA surveys have been recognized both within banking and non banking institutions as an authoritative resource for benchmarking small and medium sized businesses against industry data. The information provided in RMAs eStatement Studies is obtained directly from the financial statements submitted to RMA member financial institutions nationwide. 5 The usual suspects Owners Compensation in Physician Practice Valuations October 14, 2010
  • 6. SOURCES OF BENCHMARK DATA First Research First Research provides industry profiles covering over 700 Industry sectors. First Research industry profiles contain critical analysis, statistics and forecasts that allow the user to compare a given company to the overall industry. Industry data is obtained from primary and secondary sources such as trade publications, company annual reports, SEC filings such as 10Ks, and the US Bureau of Labor Statistics. 6 The usual suspects Owners Compensation in Physician Practice Valuations October 14, 2010
  • 7. SOURCES OF BENCHMARK DATA US Internal Revenue Service (IRS) ValuSources IRS Corporate Ratios provides industry standard financial statement benchmarking data for over 250 industries, organized by Standard Industrial Classification (SIC) code. This report allows the user to benchmark a given entity against its peers within a specific industry. These financial ratio benchmarks are calculated using data from corporate tax returns collected by the United States Internal Revenue Service. 7 The usual suspects Owners Compensation in Physician Practice Valuations October 14, 2010
  • 8. SOURCES OF BENCHMARK DATA Bureau of Labor Statistics The Bureau of Labor Statistics (BLS) of the U.S. Department of Labor is the principal Federal agency responsible for measuring labor market activity, working conditions, and price changes in the economy. www.bls.gov/bls/infohome.htm 8 The usual suspects Owners Compensation in Physician Practice Valuations October 14, 2010
  • 9. SOURCES OF BENCHMARK DATA Salary.com Salary.com is a leading provider of on- demand human resources software that helps businesses and individuals manage pay and performance. www.salary.com/aboutus/Facts.asp 9 The usual suspects Owners Compensation in Physician Practice Valuations October 14, 2010
  • 10. SOURCES OF BENCHMARK DATA Medical Group Management Association (MGMA) MGMA surveys have been recognized both within the healthcare industry and by the federal government as one of the acceptable resources to be used in determining the fair market value of physician compensation and are frequently used to benchmark healthcare organizations operational performance. 10 Healthcare industry benchmark data Owners Compensation in Physician Practice Valuations October 14, 2010
  • 11. SOURCES OF BENCHMARK DATA Sullivan, Cotter and Associates (Sullivan) Sullivan also publishes survey data summarizing physician compensation and production information and is an additional authoritative source of healthcare industry benchmark data. 11 Healthcare industry benchmark data Owners Compensation in Physician Practice Valuations October 14, 2010
  • 12. SOURCES OF BENCHMARK DATA American Medical Group Association (AMGA) The American Medical Group Association (AMGA) represents medical groups and organized systems of care, providing research, benchmarking and other advocacy services. The AMGA publishes various reports and surveys that allow medical groups to benchmark their performance against other groups on both a national and regional level. 12 Healthcare industry benchmark data Owners Compensation in Physician Practice Valuations October 14, 2010
  • 13. SOURCES OF BENCHMARK DATA Hospital and Healthcare Compensation Service (HHCS) Hospital & Healthcare Compensation Service (HHCS) specializes in healthcare salary and benefits research. As a publisher of annual salary & benefits reports, HHCS conducts an extensive program of ongoing compensation research in areas of healthcare such as hospitals, physician practices, nursing homes, etc. 13 Healthcare industry benchmark data Owners Compensation in Physician Practice Valuations October 14, 2010
  • 14. SOURCES OF BENCHMARK DATA Other medical specialty groups American Academy of Family Practitioners American College of Cardiology American Academy of Orthopedic Surgeons Other industry associations American Medical Association MGMA state chapters Healthcare Finance Management Association (HFMA) 14 Healthcare industry benchmark data Owners Compensation in Physician Practice Valuations October 14, 2010
  • 15. BENCHMARKING PHYSICIAN COMPENSATION Example physician data Solo family practitioner In practice for 35 years Consistent annual revenues of approximately $500,000 Historical owners compensation between $150,000 and $180,000 Survey says 15 Example: Benchmarking compensation for a family practitioner Owners Compensation in Physician Practice Valuations October 14, 2010
  • 16. BENCHMARKING PHYSICIAN COMPENSATION Physician qualifications Medical specialty Skill set Performance Years in practice Practice location Geographic location Metropolitan versus rural Market conditions Competitive environment Under served area Saturated Full Time Equivalent (FTE) Full time (0.8 FTE+) versus part time 16 Factors to consider Owners Compensation in Physician Practice Valuations October 14, 2010
  • 17. BENCHMARKING PHYSICIAN COMPENSATION Potential buyers* Hospitals Health networks Solo MD Group practice Other data points Patient visits Production/charges Collections for professional charges (net revenue) Work Relative Value Units (wRVUs)** * Well cover this shortly. ** IBID. 17 Factors to consider Owners Compensation in Physician Practice Valuations October 14, 2010
  • 18. BENCHMARKING PHYSICIAN COMPENSATION Example physician data Solo family practitioner In practice for 35 years Consistent annual revenues of approximately $500,000 Historical owners compensation between $150,000 and $180,000 Benchmark compensation data 18 Example: Benchmarking compensation for a family practitioner Owners Compensation in Physician Practice Valuations October 14, 2010 Initial conclusion Owners compensation set based upon the average of the median data, $180,000but we need to take a longer look at this.
  • 19. BENCHMARKING PHYSICIAN COMPENSATION Setting physician compensation is a benchmarking exercise Historical compensation Productivity Charges Collections for professional charges wRVUs Other forms of compensation Medical directorship On-call pay Ancillary income Ambulatory Surgery Center (ASC), imaging, etc. Federal regulations and guidelines may take precedence over valuation principles Stark laws Anti-kickback statute Potential employment arrangements must be considered in compensation projections Fair market value requirement Test for commercial reasonableness 19 Primary considerations Owners Compensation in Physician Practice Valuations October 14, 2010
  • 20. BENCHMARKING PHYSICIAN COMPENSATION Primary care, often the first point of contact for a patient in the continuum of care Family Practice Internal Medicine Pediatrics Specialty care, some examples from the National Institute of Health (NIH) http://www.nlm.nih.gov/medlineplus/ency/article/001933.htm 20 Physicians generally fall into two main types Owners Compensation in Physician Practice Valuations October 14, 2010
  • 21. BENCHMARKING PHYSICIAN COMPENSATION Types of physician services Evaluation and management (E/M) General office visit Consultation Counseling or coordination of care between physicians Procedures Surgery, treatments, therapy, etc. Collections for physician services Commercial payors Blue Cross/Blue Shield, Aetna, Cigna, etc. Government payors Medicare Medicaid Tricare (CHAMPUS) 21 Medical revenue Owners Compensation in Physician Practice Valuations October 14, 2010
  • 22. BENCHMARKING PHYSICIAN COMPENSATION Stark law Physician referrals under Medicare and Medicaid Anti-kickback statute Payment for referrals Anyone engaging in business with a federal healthcare program Valuation adjustments effected by Stark/Anti-kickback Cannot substitute more favorable reimbursement rates Using a potential buyers payor contracts may result in higher practice value Are the physicians going to be employed by the buyer? Projected compensation should match physician compensation under buyer employment Failure to do so may result in a higher practice value and be considered a device to pay for referrals Two standards of value Payments to physicians must meet traditional fair market value definitions Commercially reasonable Does the prospective transaction make sense? Is this a good business decision? Sanity check 22 Federal regulations and guidelines Owners Compensation in Physician Practice Valuations October 14, 2010
  • 23. BENCHMARKING PHYSICIAN COMPENSATION 1. Historical physician compensation Good starting point for what the market will support Must be adjusted to match compensation as defined by benchmark source Per instructions to the MGMA survey questionnaire: Total compensation State the amount reported as direct compensation on a W2, 1099, or K1 (for partnerships) plus all voluntary salary reductions such as 401(k), 403(b), Section 125 Tax Savings Plan, and Medical Savings Plan. The amount reported should include salary, bonus and/or incentive payments, research stipends, honoraria, and distribution of profits. Do not include The dollar value of expense reimbursements, fringe benefits paid by the medical practice such as retirement plan contributions, life and health insurance, automobile allowances, or any employer contributions to a 401(k), 403(b), or Keogh Plan. 23 Bases for comparison Owners Compensation in Physician Practice Valuations October 14, 2010
  • 24. BENCHMARKING PHYSICIAN COMPENSATION 2. Gross charges Useful for comparing physicians within a practice or group Not typically relevant for comparison to industry or market data Removes effects of varying payor mix between physicians, accounts receivable management, bad debt, etc. 3. Collections for professional services Typically has a direct effect on physician compensation Can be effected by payor mix, accounts receivable management, bad debt, etc. Poor collections do not necessarily indicate a lack of productivity 24 Bases for comparison Owners Compensation in Physician Practice Valuations October 14, 2010
  • 25. BENCHMARKING PHYSICIAN COMPENSATION 4. Volume and complexity of services provided Higher volumes = greater production Measured using the Centers for Medicare and Medicaid Services (CMS) Resource Based Relative Value Scale (RBRVS) Unit of measure = Relative Value Units (RVUs) Removes effects that payor contracts, payor mix, accounts receivable management, bad debt, etc. have on collections Allows apples-to-apples comparison of productivity Complex services receive a greater weight 25 Bases for comparison Owners Compensation in Physician Practice Valuations October 14, 2010
  • 26. BENCHMARKING PHYSICIAN COMPENSATION Current Procedural Terminology (CPT) codes Issued by the American Medical Association Subset of the Healthcare Common Procedural Coding System (HCPCS) Referred to as HCPCS Level I Five digit codes Two character modifiers 26 = professional component TC = technical component Others Grouped by type Medicine = 9xxxx Surgery = 1xxxx-6xxxx Radiology = 7xxxx Subject to change Updated annually Additions and deletions Some codes are temporary 26 Measuring productivity using RBRVS Owners Compensation in Physician Practice Valuations October 14, 2010
  • 27. BENCHMARKING PHYSICIAN COMPENSATION CPT code reports Often generated by a medical billing system May be produced through a component of an Electronic Medical Records (EMR) system 27 Measuring productivity using RBRVS Owners Compensation in Physician Practice Valuations October 14, 2010
  • 28. BENCHMARKING PHYSICIAN COMPENSATION Relative Value Units (RVUs) Primarily used as a component of the Medicare reimbursement formula Assigned by CMS Listed by CPT code (HCPCS code) Also used as a proxy for determining physician productivity Wide spread use and acceptance Often used to set productivity-based incentive payments 28 Measuring productivity using RBRVS Owners Compensation in Physician Practice Valuations October 14, 2010
  • 29. BENCHMARKING PHYSICIAN COMPENSATION Three components Malpractice Relative Value Unit (mpRVU) Varies depending on the relative malpractice exposure of the CPT code Practice Expense Relative Value Unit (peRVU) Represents the expenses the practice incurs in providing the service (general overhead) Work Relative Value Unit (wRVU) Designed to reflect the work effort and intensity required of the physician in providing the service 29 Measuring productivity using RBRVS Owners Compensation in Physician Practice Valuations October 14, 2010
  • 30. BENCHMARKING PHYSICIAN COMPENSATION Physician Fee Schedule (PFS) Relative Value Files Download from www.cms.gov Issued on an annual basis Occasionally updated on an interim basis This year updated in July wRVU values will vary from year-to- year Generally issued before the upcoming calendar year Proposed rule Final rule 30 Calculating wRVUs Owners Compensation in Physician Practice Valuations October 14, 2010
  • 31. BENCHMARKING PHYSICIAN COMPENSATION Obtain CPT code reports on a per physician basis Annual summary Consider looking at multiple years Apply PFS data to CPT code summary Total results 31 Calculating wRVUs Owners Compensation in Physician Practice Valuations October 14, 2010
  • 32. BENCHMARKING PHYSICIAN COMPENSATION Cardiology (non-invasive) 6,000 9,000 Cardiology (invasive) 7,000 10,000 Family practice 4,000 5,000 Gastroenterology 6,000 9,000 General surgery 5,000 8,000 Internal medicine 4,000 5,000 Orthopedic surgery 7,000 10,000 32 Sample annual wRVU amounts by specialty Owners Compensation in Physician Practice Valuations October 14, 2010
  • 33. BENCHMARKING PHYSICIAN COMPENSATION Example physician data Solo family practitioner In practice for 35 years Consistent annual revenues of approximately $500,000 Historical owners compensation between $150,000 and $180,000 Annual Work Relative Units production of approximately 6,500 Valuation for potential purchase by another solo practitioner 33 Example: Benchmarking compensation for a family practitioner Owners Compensation in Physician Practice Valuations October 14, 2010
  • 34. BENCHMARKING PHYSICIAN COMPENSATION Conclusion Production seems to have outpaced compensation Historical compensation sets a precedent for benchmarked compensation Owners compensation set at $200,000 34 Example: Benchmarking compensation for a family practitioner Owners Compensation in Physician Practice Valuations October 14, 2010
  • 35. CASE STUDY A 200+ bed hospital engaged Blue to provide valuation services in regard to negotiations with a local physician group. Practice valuation Fair market value physician compensation Potential employment of physicians Asset appraisal Market overview Small metropolitan area <20,000 people One local hospital Fairly isolated Nearest metropolitan area about 150 miles away The practice has initiated negotiations with the hospital The practices administrator wishes to retire Ownership is considering a sale of the practice to the local hospital The practices physicians are considering employment options with the local hospital 35 Background and engagement details Owners Compensation in Physician Practice Valuations October 14, 2010
  • 36. CASE STUDY Multi-specialty practice located near the hospital 14 physician owners 6 family practice doctors 5 internal medicine doctors 3 pediatric doctors No employed doctors No mid-level providers Little ancillary income Cosmetic Skin Spa offering elective services Sold oncology infusion service line in 2008 due to the increasing cost of drugs combined with a reduction in reimbursement 36 Practice overview Owners Compensation in Physician Practice Valuations October 14, 2010
  • 37. CASE STUDY 37 Historical financial statements Owners Compensation in Physician Practice Valuations October 14, 2010
  • 38. CASE STUDY 38 Historical financial statements Owners Compensation in Physician Practice Valuations October 14, 2010
  • 39. CASE STUDY 39 Historical compensation all sources Owners Compensation in Physician Practice Valuations October 14, 2010
  • 40. CASE STUDY 40 Historical compensation professional medical services Owners Compensation in Physician Practice Valuations October 14, 2010
  • 41. CASE STUDY 41 Benchmarking historical compensation family practice Owners Compensation in Physician Practice Valuations October 14, 2010
  • 42. CASE STUDY 42 Benchmarking historical compensation internal medicine Owners Compensation in Physician Practice Valuations October 14, 2010
  • 43. CASE STUDY 43 Benchmarking historical compensation pediatrics Owners Compensation in Physician Practice Valuations October 14, 2010
  • 44. CASE STUDY 44 Benchmarking collections family practice Owners Compensation in Physician Practice Valuations October 14, 2010
  • 45. CASE STUDY 45 Benchmarking collections internal medicine Owners Compensation in Physician Practice Valuations October 14, 2010
  • 46. CASE STUDY 46 Benchmarking collections pediatrics Owners Compensation in Physician Practice Valuations October 14, 2010
  • 47. CASE STUDY 47 Benchmarking wRVUs family practice Owners Compensation in Physician Practice Valuations October 14, 2010
  • 48. CASE STUDY 48 Benchmarking wRVUs internal medicine Owners Compensation in Physician Practice Valuations October 14, 2010
  • 49. CASE STUDY 49 Benchmarking wRVUs pediatrics Owners Compensation in Physician Practice Valuations October 14, 2010
  • 50. CASE STUDY 50 Benchmarking summary Owners Compensation in Physician Practice Valuations October 14, 2010
  • 51. CASE STUDY 51 Benchmarking conclusion family practice Owners Compensation in Physician Practice Valuations October 14, 2010
  • 52. CASE STUDY 52 Benchmarking conclusion internal medicine Owners Compensation in Physician Practice Valuations October 14, 2010
  • 53. CASE STUDY 53 Benchmarking conclusion - pediatrics Owners Compensation in Physician Practice Valuations October 14, 2010
  • 54. CASE STUDY Is the data collected on a national or regional basis? National data was used in this example Does the data include owner/employees where the amount of compensation reported may also include business profit as compensation (i.e., partners in professions and businesses)? Pass through entity Concerning data from business and professional associations, what are the sampling sizes that relate to the subject valuation? National data was used to ensure an effective sample size When using SIC codes in identifying comparables, how do the particular characteristics of the subject company compare with the broader range of companies covered by the SIC code? Matched by physician specialty How does the data use/define the job titles, and are the actual duties comparable to the duties/hours of the subject owner/employee? We have excluded production and collections for non-medical services Does the data survey reflect averages? Medians? Quartiles? Percentile data 54 Business Valuations Resources (BVR) 12 point checklist Owners Compensation in Physician Practice Valuations October 14, 2010
  • 55. CASE STUDY Does the survey fairly reflect compensation for people with particular niches and sub- specialties; i.e., matrimonial attorneys, forensic accountants, lobbyists, etc.? Usually covered by addressing medical specialty, but exceptions always exist Does the valuator need to include multiple job titles from the survey data to cover the owner/employees duties? Additional survey data Medical directorships On-call pay Academic faculty What is the reliability of the statistics and sources that the survey uses? Known and widely-used Where applicable, are stock options, restricted stock, shadow stock compensation as well as other perks reflected in the data survey and comparable to the owner/employee in question? Excluded Were all companies in the database consistent in having/not having retirement plans separate from salary? Yes Is the owner a key person in the business or a top performer/sales generator? Certain physicians are more productive than others 55 Business Valuations Resources (BVR) 12 point checklist Owners Compensation in Physician Practice Valuations October 14, 2010
  • 56. CASE STUDY Fair market value? Where does the market data point us? Consistent with conclusion of value? Commercially reasonable? Consider the proposed employment arrangement Fixed salary Places bulk of risk with employer Production-based salary Less risk for employer Base salary + incentives Balances risk between employer and physician Market factors Are there alternative employers? Is this an underserved area? Medical need 56 Other closing considerations Owners Compensation in Physician Practice Valuations October 14, 2010
  • 57. PENDING CHANGES IN PHYSICIAN COMPENSATION Medicare will discontinue use of consultation codes CPT codes 99241-99245 (office consultation) CPT codes 99251-99255 (inpatient consultation) Effective January 1, 2010 Not reflected in 2009 results E/M codes must be used instead CPT codes 99211-99215 (office/outpatient visit, established) As much as a 30% decrease in reimbursement Specialist report a measurable decrease in revenue Medicare budget cuts Originally scheduled for January 1, 2010 21.3% reduction in Medicare payments Cut based upon Sustainable Growth Rate (SGR) formula Replaced by a 1.3% increase for 2010 Pending cuts December 2010 23% January 2011 30% 57 Changes in Medicare Owners Compensation in Physician Practice Valuations October 14, 2010
  • 58. PENDING CHANGES IN PHYSICIAN COMPENSATION Expanded coverage Estimated 32 million new Medicare beneficiaries Primary care physician shortage Increased demand for Nurse Practitioners Healthcare in Massachusetts may give some indication of what will happen nationwide Payment reform Measures intended to reduce healthcare spending Bundled payments Episodes of care Disincentives for providing unnecessary procedures or treatments Focus on prevention Payment for outcomes versus procedures Preempt the need for procedures or treatments 58 Healthcare reform Owners Compensation in Physician Practice Valuations October 14, 2010
  • 59. PENDING CHANGES IN PHYSICIAN COMPENSATION Revised healthcare delivery models Accountable Care Organizations (ACO) A new version of PPOs? Vertical integration of the healthcare delivery system Patient-Centered Medical Homes (PCMH) Physician groups mainly consisting of primary care Long-term care Preventative medicine Hands on patient management Independent Practice Associations (IPA) Healthcare equivalent of a cooperative corporation Shares resources Administrative staff Capital equipment Increased bargaining power Payor contracts Supplies 59 Healthcare reform Owners Compensation in Physician Practice Valuations October 14, 2010
  • 60. CONCLUSION Kam McQuay, CPA/ABV, CVA One American Square, Ste. 2200 Indianapolis, IN 46282 317.633.4705 kmcquay@blueandco.com Jeff Moffatt, CPA/ABV/CITP, CVA One American Square, Ste. 2200 Indianapolis, IN 46282 317.633.4705 jmoffatt@blueandco.com 60 Questions? Owners Compensation in Physician Practice Valuations October 14, 2010